第九章 不竞争Chapter 9 Non-Competition 1.1 [甲方/一方/每一方]承诺，在本合同期限内，其不会直接或间接或通过任何子公司或关联方或通过其任何员工、代表[及/或各自亲属或配偶] ，在[地域内]开发、制造、销售或经销公司制造或销售的任何产品或与其相似的任
第九章 不竞争Chapter 9 Non-Competition
1.1 [甲方/一方/每一方]承诺，在本合同期限内，其不会直接或间接或通过任何子公司或关联方或通过其任何员工、代表[及/或各自亲属或配偶] ，在[地域内]开发、制造、销售或经销公司制造或销售的任何产品或与其相似的任何产品。
1.1 [Party A/Party B/each Party] undertakes for the duration of this Contract that it will not develop, manufacture, sell or distribute any products [in the Territory] as manufactured or sold by the Company or products similar thereto, neither directly nor indirectly nor via any subsidiaries or Affiliates nor via any of its employees, its representatives [and/or their relatives or spouses].
1.2 [甲方/一方/每一方]进一步承诺，在本合同期限内，其不会就在[地域内]开发、制造、销售或经销公司制造或销售的任何产品或与其相似的任何产品之事宜，直接或间接或通过任何子公司或关联方或通过其任何员工、代表[及/或各自亲属或配偶] ，与任何其他方设立任何合资或任何其他契约性质的企业。
1.2 [Party A/Party B/each Party] further undertakes, for the duration of this Contract, not to enter into any undertaking, be it joint venture or of any other contractual nature, on the development, manufacture, sale or distribution of products [in the Territory] as manufactured or sold by the Company or products similar thereto with any other party, neither directly nor indirectly, nor via any subsidiaries or Affiliates nor via any of its employees, its representatives [and/or their relatives or spouses].
[Note: The Parties may agree on an extension of the non-competition udertaking by the selling Party for [years/period] in case of a share transfer resulting in the exit of the selling Party.]
1.3 The restraint of Competition as per Article 1.1 or 1.2 shall not apply to:
a) 在满足以下条件的情况下，为财务目的收购或持有其他公司的直接或间接股权：(i)该等股权占该公司全部有表决权股本的[ _____ ] %以下；且(ii)收购方未参与该公司的任何管理职务。
a) Any acquisition or ownership of direct or indirect shareholdings in other companies for financial purposes if such shareholding represents less than [ _____ ] % of such company’s total voting capital and if the acquiring Party does not participate in any management function of such company;
b) 可选条款：b) Optional:
在满足以下条件的情况下，收购涉及竞争的业务（“竞争业务”）：(i) 将竞争业务或其中的权益，作为一次大型收购的一部分进行收购；且(ii)竞争业务不超过财务报告中显示的整个被收购大型业务在该次收购交割日之前那一会计年度的年净销售总额的[ ____ ] % 。]
Any acquisition of a business which is engaged in Competition (the “Competing Business”) if (i) the Competing Business or interest therein is acquired as part of a larger acquisition, and, (ii) if the Competing Business does not account for more than [ ____ ] % of the total annual net sales of such larger business acquired taken as a whole as reported for the last fiscal year prior to the closing date of such acquisition.]
1.4 就每一次违反第1.1或1.2条的行为而言，除在本合资经营合同或适用法律项下可获得的任何其他救济外，违约方应向另一方支付 [ ____ ]欧元（大写：[ ____ ]欧元)的约定违约金。如违反第1.1或1.2条的行为持续时间超过 [ ____ 天]，则每持续[ ]天，违约方应当根据第1.4条支付[ ]人民币/欧元的违约金。另一方根据本第1.4条接受违约金或寻求本合资经营合同或适用法律项下可获得的任何其他救济，不应视为其放弃追究违约方在第1.1和1.2条项下的义务。
1.4 For each individual violation of Article 1.1 or 1.2 and in addition to any other remedy available under this Joint Venture Contract or applicable law the violating Party shall pay to the other Party a contractual penalty of EUR [ ____ ] (in words: Euro [ ____ ]). If a violation of Article Article 1.1 or 1.2 continues for more than [ ____ days], each such continued violation for [ ] days shall subject the violating Party to a penalty of REM/EUR [ ] under the Section 1.4. By accepting a penalty payment as per this Section 1.4 or by seeking any other remedy available under this Joint Venture Contract or applicable law the other Party shall not be deemed to have waived the violating Party’s obligation under Article 1.1 and 1.2.
第十章 违约责任Chapter 10 Liability for Breach
1.1 可选方案一：1.1 Option I:
In the event of a breach of contract committed by a Party to this Contract or Annexes hereto [optional: or Related Contracts], the liabilities arising from the breach of Contract towards the Company and the other Party shall be borne by the breaching Party. In the event that a breach of Contract is committed by more than one Party, each Party shall bear its individual share of the liabilities towards the Company and the other Parties arising from the breach of Contract. [Optional: Any liability shall only exist with respect to direct losses, not for any indirect or consequential losses or damages or loss of profit of the Company or the Non-breaching Party, unless provided otherwise in this Contract.]
3.1 If a Party fails to perform any of its obligations under this Contract or Annexes hereto [optional: or Related Contracts] or if a Party's representation or warranty under this Contract or Annexes hereto [optional: or Related Contracts] i untrue, materially inaccurate or has any material omission, such Party ("Breaching Party") shall be deemed to have breached this Contract.
3.2 The Breaching Party shall correct such breach not later than one (1) month from receipt of written notice from another Party specifying the breach and requesting the Breaching Party to correct such breach. If, after such one (1) month period, the breach is not corrected, then the Breaching Party shall be liable to the other Parties [optional: for all foreseeable direct, not consequential, damages and loss of profit of the Company and the Non-breaching Party caused by the breach]. At all times, the Breaching Party shall mitigate the loss arising out of such breach
第十一章 期限/终止Chapter 11 Duration/Termination
第1条 期限Article 1 Term
1.1 本合资经营合同应自生效日其生效，并应在【可选方案一：无限定期限内/可选方案二：[ ]([ ])年内】继续有效，且仅应根据本合同的规定被终止。
1.1 This JV-Contract shall become effective as of the Effective Date, shall continue in force and effect [OPTION 1: for an indefinite term / OPTION 2: for [___] ([___]) years], and may be terminated only according to the provisions of this Contract.
[In case of Option 2] The Parties shall start to negotiate in good faith to extend the term of this Joint Venture Contract [one (1) year] prior to the expiration of this Joint Venture Contract. Upon the agreement of the Parties, an application to extend the term of this Joint Venture Contract may be made to the Examination and Approval Authority no less than six (6) months prior to the expiration of the term of this Joint Venture Contract. The term of this Joint Venture Contract may be extended only upon approval of the Examination and Approval Authority as long as such approval is required by law.
[In case of Option 2] In case the Parties do not agree on an extension of the term of this Joint Venture Contract Article 2 shall be applied.
第2条 终止Article 2 Termination
2.1 Upon the occurrence of any of the following events, either Party shall have the right to, by delivering a written notice to the other Party, take actions as specified under Article 2.2:
a) The Parties do not agree on an extension of the term of this Joint Venture Contract at latest six (6) months prior to the expiration of the term of this Joint Venture Contract;
b) If the Parties jointly agree in writing to terminate the Joint Venture Contract prior to the expiration of the Joint Venture Term;
c) If the conditions or consequences of Force Majeure (as hereinafter defined) significantly interfere with the normal functioning of the Company for a period in excess of 6 (six) months and the Parties have been unable to find an equitable solution pursuant to Article __ hereof;
d) 如果公司无法清偿债务长达[ ]天；
d) If the Company is constantly unable to repay its debts for the period of [____] days;
e) 【可选条款：如果任何一方的经济利益由于任何不归因于任何一方的原因受到严重不利影响，且双方在受影响方书面通知另一方后的[ ]（[ ]）天内未能达成任何防止受影响方遭受上述重大不利影响所需的调整方案（仅受影响方有权向另一方发出书面通知并采取第2.2条中所述的行动）；】
e) [OPTIONAL: If any Party’s economic benefits are adversely and materially affected due to any reason not attributable to any Party and the Parties fail to agree on any adjustments necessary to prevent such affected Party from material adverse effect within […]([…]) days since the affected Party informs the other Party in writing (only the affected Party shall be entitled to deliver the written notice to the other Party and take actions under Article 2.2 ); ]
f) 【可选条款：如果公司经审计的财务报表中显示，公司连续[ ]年累积亏损超过[ ]金额；】
f) [OPTIONAL: If the Company has losses in the audited financial statements for [...] consecutive years exceeding the amount of […] in accumulation;]
g) [OPTIONAL: Other events as agreed upon by the Parties]
2.2.1 Upon the occurrence of any event set out in Article 2.1 and upon written notification of either Party, the Parties shall have the right to initiate any of the following actions
a) to agree to transfer the equity interest held by them in the Company to the other Party(ies) (or to such selected third party(ies) as agreed upon by the Parties). The price for such equity interest transfer shall be determined pursuant to Article
b) to dissolve and liquidate the Company as set out in Art. 2.2.3
2.2.2 In case the Parties to the Joint Venture Company agree to transfer the equity interest held by any Party to such selected third party(ies) as set out above, provided all conditions are equal, the Party which does not transfer its equity interest shall have the priority purchase right for the equity interests the transfer of which has been consented by the Parties.
2.2.3 如果双方在[ ]天内未就股权转让达成一致约定，双方应解散并请三公司。在此情况下，双方应促使其委派的董事对解散和清算公司的事宜授予批准。如果中国法律有规定，应将解散方案提交审批机关审批。
2.2.3 If no agreement on equity transfer can be reached between the Parties within [______] days, the Parties instead shall dissolve and liquidate the Company. In such case the Parties shall cause the Directors appointed by them to approve the dissolution and liquidation of the Company. The dissolution shall be submitted to the Examination and Approval Authority for approval if so required by Chinese law.
【可选条款：如果是2.1条所述的无限定期限的情况，在生效日之后的[ ]（[ ]）年的期间届满后，任何一方可提前[ ]（[ ]）个月发出书面通知终止本合同。】
[Optional: In case of indefinite term as set out in Article 2.1, after the expiry of […] ([…]) years after the Effective Date, any Party may terminate this Contract with […] ([…]) months prior written notice.]
2.3 Upon the occurrence of any of the following events and provided the non-defaulting Party has complied with its obligations under this Contract and the Articles of Association, as well as all Related Contracts and contracts and agreements attached hereto as Annexes, such Party (the “non-defaulting Party”) subject to Article 2.4 hereof shall have the right to, by delivering a written notice (“Breach Notice”) to the other Party (the “defaulting Party”),
a) acquire the defaulting Party’s equity interest by itself or a third party nominated by it pursuant to Article 3 hereof (“Buy-out”),
b) have its equity interest sold to the defaulting Party pursuant to Article 3 hereof (“Sale-out”), or
c) unilaterally apply to the relevant Examination and Approval authority – if such approval is required by mandatory law – for termination of the Joint Venture Contract and liquidate the Company,
除非 i) 双方另行书面约定（如果是法律强制性规定）并取得审批机关对其约定一致的事宜授予的相关批准，或
unless i) the Parties agree otherwise in writing and, if so required by mandatory law, obtain corresponding approval by the Examination and Approval Authority for what they so agreed or
ii) the non-terminating Party has obtained a final arbitrational award according to which the non-defaulting Party due to lack of the existence of a cause shall have no rights under this Article 2.3:
Termination Events as set out here under are:
1) 违约方严重违反本合同或章程【可选方案：所有相关合同及作为附件附随于本合同的合同和协议】，且该等违约已严重影响公司正常和持续的经营活动，且并未在非违约方向违约方发出书面通知提醒其纠正和整改该等违约后的 [三(3)]个月内予以纠正；或者
1) the defaulting Party materially breaches this Contract or violates the Articles of Association [Option: as well as all Related Contracts and contracts and agreements attached hereto as Annexes], and such breach or violation has significantly affected the ordinary and continous business operation of the Company and is not cured within  ([three]) month(s) of a written reminder by the non-defaulting Party to the defaulting Party for correction and rectification of such breach; or
2) 违约方破产、或进入清算或重组程序或任何其他破产程序，包括指定托管人、向法院提交或请求法院启动、或公共机关申请或启动针对违约方的破产申请书，或者违约方自愿申请破产或在违约方非自愿的情况下针对其提交破产申请书且未在[ ]（[ ]）天内予以驳回；或
2) the defaulting Party undergoes bankruptcy, liquidation or reorganization proceedings or any other insolvency proceedings including appointment of a trustee, filed or commenced against it in a court of law or by a public authority, or has voluntarily filed for bankruptcy or has had involuntarily been filed against it a bankruptcy petition, which is not dismissed within [___] ([___]) days; or
3) the defaulting Party has its shares in the Company seized by a creditor; or
4) the defaulting Party has its shares in the Company pledged or encumbered for the benefit of its creditors in violation of this Joint Venture Contract and the Company Law of PRC; or
5) 违约方被解散；或5) the defaulting Party is dissolved; or
6) [Optional: within six (6) months after the non-defaulting Party becomes aware of the occurrence of a change of control of the defaulting Party as defined in Article 1.6 [Chapter 4 Share Transfer] of this Joint Venture Contract while the defaulting Party failed to notify the non-defaulting Party and/or the non-defaulting Party does not exercise its right to purchase the shares of the defaulting Party as described in Article 1.6 [Chapter 4 Share Transfer]; to be further amended to incorporate time limit for notification of the occurrence of the change of control and for exercising its right to purchase the shares thereof.] or
7) 如果违约方未在第[ ]条或第[ ]条（视情况而定）所述的期限届满前缴纳对其所认购的公司注册资本的出资，则已经及时缴纳对其所认购的公司注册资本出资的一方可行使第2.3条项下规定的非违约方的权利，或
7) If the defaulting Party has failed to provide its contribution to the Registered Capital of the Company subscribed by it before the expiration of the time period stipulated in Article […] or Article […], as the case may be, the Party having provided its contributions to the Registered Capital of the Company subscribed by it in time may exercise the rights of the non-defaulting Party prescribed under this Article 2.3, or
8) 【可选条款：任何相关合同或任何作为附件附随于本合同的合同或协议终止或届满，[ ]的一方（“非违约方”）可行使其在本第2.3条项下的权利。】
8) [Optional: any of the Related Contracts or any contracts or agreements attached hereto as an Annex is terminated or expired, Party  (“non-defaulting Party”) may exercise the rights under this Article 2.3.]
2.4 在违约通知之日后的[ ]周内，如发生第2.3条的情况，双方应尽力通过友好协商达成解决方案，即促使违约方弥补终止事件，以确保双方能够继续本合同向下的合作。上述协商不应限制非违约方可获得的任何权利。
2.4 Within [_____] weeks as of the date of the Breach Notice, the Parties in case of Art. 2.3 shall endeavor to agree on amicable solutions to have the Termination Event cured by the defaulting Party with a view to ensure the continuation of their cooperation under this Contract. Such negotiations shall be without prejudice to any rights the non-defaulting Party may have.
If within the above mentioned period no amicable settlement in writing has been achieved, the non-defaulting Party shall be entitled to exercise its rights as set out under Article 2.3 a) - c).
2.4 如果在违约通知送达后的[ ]周内，双方仍未根据第2.3条第a)款和第b)款就股权买卖事宜达成一致，则非违约方有权单方面向审批机关申请解散和清算公司，但一方启动仲裁程序的情形除外。
2.4 If within [_____] weeks after delivery of the breach notice the Parties have not reached the agreement on the sale and purchase of the equity interest according to 2.3 (a) and (b), the non-defaulting Party is entitled to unilaterally apply to the Examination and Approval Authority for dissolution and liquidation of the Company unless arbitration proceeding has been initiated by one Party.
第3条 购买价格的确定Article 3 Determination of Purchase Price
3.1 The price for the equity interest transfer as set forth above shall be determined between relevant parties taking into account of the following factors:
3.1.1 如果根据适用的中国法律规定，双方应在估值基础上确定股权转让价格，或者双方同意为定价之目的进行估值，则双方应共同委托一家在中国执业的合格评估机构根据中国法律和公认评估标准进行估值，估值结果应对双方具有约束力。【可选条款：如果双方在启动有关确定评估机构的谈判后的[ ]周内未就该机构的选择达成一致，则任何一方可向[ ]申请指定一家评估机构。按上述方式确定的评估机构应履行评估工作。】【可选条款：依据以下准则和规则：
3.1.1 In case the Parties are required under applicable PRC law to determine the equity interest transfer price based on a valuation, or they agree to have a valuation for the pricing purpose, then the Parties shall jointly appoint a qualified appraisal firm licensed in China to conduct such valuation which shall be done in accordance with PRC laws and internationally accepted valuation standards and the appraisal result shall be binding upon the Parties. [Optional: In case the Parties fail to agree on an appraisal firm within [___] weeks upon commencement of such negotiations on identification of an appraisal firm either Party may apply to [ ] for nomination of an appraisal firm. The appraisal firm so decided shall carry out such valuation. [Optional: in accordance with the principles and rules set forth hereunder:
a) 双方同意，在双方约定一致进行股权转让而非清算或结算公司后的[ ]天内，双方应共同委托一名适格的评估师根据适用的中国法律和中国采用的公认评估准则对公司进行估值；
a) The parties agree that within […(…)] days following consensus reached by the Parties on the transfer of equity interest rather than a liquidation or dissolution of the Company, the Parties shall jointly appoint one competent appraiser to conduct a valuation of the Company in accordance with applicable Chinese laws and generally accepted principles for valuation adopted in PRC;
b) The costs for the appraisal shall be born by the Company;
c) 评估师应对公司进行估值，并应在接受委托后的[ ]天内向公司和双方提交一份最终评估报告。】
c) the appraiser shall conduct the valuation of the Company and furnish a final valuation report to the Company and the Parties within […(…)] days from its appointment.]
3.1.2 In case the Parties are not statutorily required to conduct a valuation, the price may be decided, as agreed upon by the Parties, either by appraisal result [according to the procedures and principles set forth in the Article 3.1.1 above] or based on the net worth of the Company, which may be determined by an audited balance sheet effective, multiplied by the percentage of the Company’s registered capital contributed by the selling Party.
3.1.3 The Parties may also negotiate in good faith an additional amount based on the value determined under above (3.1.1) or (3.1.2), if any, to reflect the fair market value of the Company as a going concern in light of the actual circumstances of the Company, the market value of similarly-sized companies in the same industry, recent or existing bona fide offers from third parties, and internationally accepted principles relevant to the determination of going concern value.
第4条 清算Article 4 Liquidation
4.1 如果公司根据第2.2条解散，董事会设立清算委员会，该委员会由三（3）名成员组成，其中[ ]([ ])名由[ ]方指定，其余的[ ]([ ])名由[ ]方指定。[ ]方指定的其中一名代表应主持清算委员会。清算委员会的成员应由董事会的董事或双方指定的其他人员构成。
4.1 In the case of dissolution of the Company pursuant to the Article 2.2, the Board of Directors shall appoint a liquidation committee consisting of three (3) members, of whom [ ] ([ ]) are to be appointed by Party [ ] and [ ] ([ ]) by Party [ ]. One of the members appointed by Party [ ] shall preside over the liquidation committee. The members of the liquidation committee shall be from the Directors of the Board of Directors, or otherwise appointed by the Parties.
4.2 During the liquidation process, the liquidation committee shall represent the Company and may sue and be sued in the name of the Company.
4.3 The tasks of the liquidation committee shall be as set out in the relevant laws and regulations. The liquidation plan shall be carried out following approval of the Board of Directors, and the liquidation shall be performed in accordance with the Laws and Regulations, as well as in accordance with the Articles of Association.
4.4 In preparing the financial statements for liquidation, the liquidation committee shall apply, on a consistent basis, the principles used in the establishment of annual audited balance sheets for the Company.
4.5 清算用财务报表及公司的估值应当经过公司的外部注册审计师审计，该审计师应根据第[ ]节的规定指定，并应在将上述报告提交审计后的三十（30）天内提交给双方。如审计师未在上述（30）天内批准财务报表和评估结果，或者如果双方在收到经审计的财务报表和评估结果后的三十（30）天内表示异议，则各方应有权要求由该方指定的审计师再次进行审计。双方和公司应在这次审计过程中进行全面配合。提请再次进行审计的一方应承担此次审计所引起的全部费用。
4.5 The financial statements for liquidation and the evaluation of the Company shall be audited by the external registered auditor of the Company, as appointed pursuant to Subchapter […], and submitted to the Parties within thirty (30) days after submission of the statements for auditing. Should the auditor not approve the financial statements and evaluation within the above-mentioned thirty (30) day period, or should the Parties not agree with the audited financial statements and evaluation within thirty (30) days following submission of the audited financial statements and evaluation, each Party shall be entitled to request a supplementary audit, to be performed by an auditor chosen by that Party. The Parties and the Company shall cooperate fully in this supplementary audit. The Party requesting such supplementary audit shall bear all expenses incurred in performing the supplementary audit.
4.6 The liquidation proceeds of the Company, after payment of outstanding obligations to the Parties and third parties, shall be distributed to the Parties in proportion to their respective, then-existing participation in the paid-in registered capital of the Company. In accordance with the applicable Laws and Regulations, Party B shall be entitled to receive the EUR/USD-equivalent of its entire share of liquidation proceeds, if Party B so chooses.
4.7 The liquidation expenses and the remuneration of the members of the liquidation committee and working team (if any) shall be paid from the existing assets of the Company. These payments shall be given priority over all other disbursements as allowed under the Laws and Regulations.
4.8 Upon conclusion of liquidation, the liquidation committee shall cancel the Company's registration with the competent authorities.
4.9 The Parties shall execute all agreements and additional documents necessary to comply with this Article and shall cause the Directors of the Board appointed by them to agree to the termination of the Company under this Article.
Article 5 Actions to be taken in Equity Interest Transfer
5.1 If the Parties agree on the equity transfer under Article 2, the Parties shall execute all necessary equity interest transfer agreements and other documents necessary to facilitate such equity interest transfer and shall cause their appointees on the Board to pass resolutions in favour of and facilitating any and all the matters regarding the related transfer of equity interest and corresponding adjustment of the Contract and Articles of Association, as well as use their best efforts to cooperate, coordinate and assist the Company in all aspects with regard to the transfer of the shares and corresponding adjustment of the Contract and Articles of Association, including but not limited to submitting all relevant signed documents to the Examination and Approval Authority according to law and registration with competent SAIC without any delay.
5.2 Until such time as the sale and transfer of the equity interest in the Company of either Party to the other Party or any selected third parties as set forth above are perfected, the Parties shall cause and ensure the Company, to the fullest extent possible, to maintain the conduct of its business in the ordinary course and no Party shall hinder the Company from the conduct of its business.
5.3 The Parties agree that if the mandatory Laws and Regulations require any particular procedures and approvals regarding the equity interest transfer under Articles 2.2 and 2.3 hereof, such Laws and Regulations must be complied with.
第6条 其他权利Article 6 Other Rights
6.1 The termination rights under this Contract shall be in addition to and not in substitution of any claims or remedies that may be available to the non-breaching Party and any termination shall neither relieve the breaching Party from liabilities accrued to the date of termination nor relieve the breaching Party from liabilities against the non-breaching Party or the Company.
第7条 持续义务Article 7 Continuing Obligations
7.1 第[ ]条保密规定、第[ ]条争议解决规定以及本第[ ]条买入、卖出和清算规定中所载的各项义务和权利在本合同及章程终止，以及公司终止、结算或清算后继续有效。
7.1 The obligations and benefits stipulated in the confidentiality provisions of Article […], in the provisions on settlement of disputes of Article […] and in the provisions on buy-out, sale-out and liquidation of this Article […] shall survive the termination of this Contract, the Articles of Association and the termination, dissolution or liquidation of the Company.
第十二章 争议解决Chapter 12 Dispute Resolution
第1条 友好协商解决Article 1 Amicable Settlement
1.1 If any dispute arises in connection with this Contract, the responsible representatives of the parties shall attempt, in good faith, to settle such dispute. If a party provides written notification to the other party that no final settlement has been reached at such stage, then each party shall appoint a more senior representative duly authorized to resolve such dispute and promptly notify in writing the other Party hereof. Such senior representatives shall try to reach an amicable settlement. If such senior representatives have not been appointed or are not able to reach an amicable settlement within a time period of [30 (thirty)] days after the appointment of the first senior representative or such other time period as the parties may agree in writing, then:
a) either party may, by written notification to the other party, submit the dispute for arbitration pursuant to Section 2.1.
Notwithstanding the above, any party may initiate arbitration proceedings by notification to the other party pursuant to Section 2.1 at any time irrespective of the prerequisites of this Section 1.1.
b) the Parties may also reach agreement on termination of the Joint Venture Contract and liquidate the Company pursuant to Chapter 11 Article 4, or shall conduct an equity interest transfer as specified under Chapter 11 Articles 2 and 3.
第2条 仲裁Article 2 Arbitration
2.1 All disputes arising out of or in connection with this Contract including any question regarding its existence, validity or termination, shall be finally settled by arbitration to the exclusion of the regular courts being competent for a decision in respect of the dispute.
2.2 The case shall be submitted for arbitration to [XXX] (an international arbitration institute agreed by the parties, such as:
a) 中国国际经济贸易仲裁为约会，仲裁程序应在中国[ ]进行。
a) China International Economic and Trade Arbitration Commission, arbitration proceedings shall be held in […], P.R. China
b) 德国仲裁院，仲裁程序应在德国[ ]进行。
b) The German Institution for Arbitration, arbitration proceedings shall be held in […], Germany.
c) [ ]（双方约定的其他国际仲裁机构，比如ICC — 国际仲裁院巴黎委员会、瑞士苏黎世商会仲裁院或香港国际仲裁中心。）
c) […] (other international arbitration institute agreed by both parties such as the ICC - International Court of Arbitration Paris or the Arbitration Institute of the Zurich Chamber of Commerce or Hong Kong International Arbitration Center.))
The Arbitration shall be conducted in accordance with the procedural rules of [such institute or other rules agreed by the Parties and accepted by the arbitration institute].
[2.3 The arbitration procedures shall be conducted in [Chinese or English or English and Chinese or German or any other language agreed by the Parties and accepted by the arbitration institute].
2.4 The arbitration award shall be final and binding upon both Parties